Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No )
 
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Soliciting Material Pursuant to §240.14a-12
 
EVCI Career Colleges Holding Corp.
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
___________________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): July 11, 2007
 
EVCI CAREER COLLEGES HOLDING CORP.
(Exact name of registrant as specified in its charter)
 
Delaware 
  
001-14827 
  
06-1488212 
(State of other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
1 Van Der Donck Street, 2nd Floor, Yonkers, New York 10701
(Address of principal executive offices)
 
Registrant’s telephone number, including area code (914) 623-0700
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
EVCI Career Colleges Holding Corp. today announced that it will attend a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”) on Thursday, July 19, 2007. As previously announced, the Staff of The NASDAQ Stock Market LLC (the “Staff”) notified EVCI on June 13, 2007 that its securities were subject to delisting. The Staff notice was based on EVCI’s non-compliance with NASDAQ's $1.00 per share bid price requirement and the fact that EVCI did not obtain shareholder approval for and prior to the completion of the recent private placement of securities with ComVest Investment Partners III, L.P. and certain members of management (the "ComVest Financing"). In response to this notice, EVCI requested a hearing resulting in a stay of delisting pending the issuance of a decision by the Panel following the upcoming hearing.

As previously announced, EVCI has acknowledged that NASDAQ rules required EVCI to obtain shareholder approval for the ComVest Financing prior to its closing, absent an exception. Accordingly, pursuant to NASDAQ rules, EVCI applied for an exception to the shareholder approval requirements based on the fact that its financial viability would have been seriously jeopardized by the delay in obtaining shareholder approval prior to closing the transaction. Notwithstanding EVCI’s financial condition, the Staff determined to deny EVCI’s request for an exception, based on management’s participation in the ComVest Financing on the same terms as ComVest, and advised EVCI that it would initiate delisting proceedings if the transaction closed as proposed without shareholder approval. EVCI closed the ComVest Financing as scheduled on May 23, 2007 so that it would have the funds necessary to preserve its financial viability.

On July 11, 2007, EVCI received an additional notice of non-compliance from the Staff indicating that EVCI’s decision to close the ComVest Financing notwithstanding the Staff’s advice raises public interest concerns under Marketplace Rule 4300 and IM-4300. EVCI will present its views with respect to this notice and the Staff’s June 13th notice at Thursday’s hearing and will request that the Panel provide it with additional time to effect a reverse stock split following the stockholders’ meeting scheduled for July 31, 2007, thereby addressing the bid price issue, and to take certain other remedial measures designed to address the shareholder approval issue. However, there can be no assurance that the Panel will grant EVCI’s request for continued listing.

Item 9.01. Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
Exhibit No.*
Description of Exhibit
 
 
99.1*
Press Release dated July 17, 2007.
 
_______________
* Filed herewith.

 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  EVCI CAREER COLLEGES HOLDING CORP.
 
 		  
 		  
 
Dated: July 17, 2007 By:   /s/ Joseph D. Alperin 
 
Name: Joseph D. Alperin
  Title: General Counsel and Vice President
 
for Corporate Affairs 

 
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EXHIBIT INDEX

 
Exhibit No. Description of Exhibit 
   
99.1
Press Release dated July 17, 2007


 
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Exhibit 99.1
 
 
EVCI to Attend NASDAQ Hearing
 
Yonkers, NY - (MARKET WIRE) -- July 17, 2007 - EVCI Career Colleges Holding Corp. (NASDAQCM: EVCI) today announced that it will attend a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”) on Thursday, July 19, 2007. As previously announced, the Staff of The NASDAQ Stock Market LLC (the “Staff”) notified EVCI on June 13, 2007 that its securities were subject to delisting. The Staff notice was based on EVCI’s non-compliance with NASDAQ's $1.00 per share bid price requirement and the fact that EVCI did not obtain shareholder approval for and prior to the completion of the recent private placement of securities with ComVest Investment Partners III, L.P. and certain members of management (the "ComVest Financing"). In response to this notice, EVCI requested a hearing resulting in a stay of delisting pending the issuance of a decision by the Panel following the upcoming hearing.

As previously announced, EVCI has acknowledged that NASDAQ rules required EVCI to obtain shareholder approval for the ComVest Financing prior to its closing, absent an exception. Accordingly, pursuant to NASDAQ rules, EVCI applied for an exception to the shareholder approval requirements based on the fact that its financial viability would have been seriously jeopardized by the delay in obtaining shareholder approval prior to closing the transaction. Notwithstanding EVCI’s financial condition, the Staff determined to deny EVCI’s request for an exception, based on management’s participation in the ComVest Financing on the same terms as ComVest, and advised EVCI that it would initiate delisting proceedings if the transaction closed as proposed without shareholder approval. EVCI closed the ComVest Financing as scheduled on May 23, 2007 so that it would have the funds necessary to preserve its financial viability.

On July 11, 2007, EVCI received an additional notice of non-compliance from the Staff indicating that EVCI’s decision to close the ComVest Financing notwithstanding the Staff’s advice raises public interest concerns under Marketplace Rule 4300 and IM-4300. EVCI will present its views with respect to this notice and the Staff’s June 13th notice at Thursday’s hearing and will request that the Panel provide it with additional time to effect a reverse stock split following the stockholders’ meeting scheduled for July 31, 2007, thereby addressing the bid price issue, and to take certain other remedial measures designed to address the shareholder approval issue. However, there can be no assurance that the Panel will grant EVCI’s request for continued listing.
 
Contact:
 
Joseph D. Alperin
General Counsel and
Vice President for Corporate Affairs
EVCI Career Colleges Holding Corp.
914.623.0700